In these terms and conditions unless the context otherwise requires the following expressions have the following meanings:

‘you’ ‘your’ ‘yours’ ‘yourself’ – means the customer or contractor to whom we have agreed to provide the Services;

‘we’ ’our’ ’ourselves’ ‘us’ – means Oxygienx System UK LTD T/A Stainlesscleans, of 10 Whites Row, London E1 7NF

‘the Services’ – means the cleaning and other related services detailed in our proposal, quotation or customer contract.  Unless otherwise specifically agreed, the Services will only be provided on Business Day;

‘the Charges‘ – the charges payable by you for the provision of the Services in accordance with this Agreement;

‘this Agreement’ – means this agreement with you for the provision of the Services detailed in our proposal, quotation or customer contract.

‘these Terms’ – means these terms and conditions to which this Agreement for the supply of the Services is strictly subject.

‘Business Day’ – a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

An agreement is required to carry out the Managed Cleaning/Support Services specified overleaf or by the Specification contained therein. By accepting these terms provided, you confirm the Specification matches your requirements.

The quotation provided for the provision of the Services is current at the time and will remain open for acceptance for 30 days from the quotation date and acceptance is required in writing. If you wish to accept after the expiration period, it may be subject to an additional charge for any changes that have occurred since the estimate or quotation was given.

You may, following consultation with Stainlesscleans, vary the Specification at any time for legal and/or health and safety reasons. The time of commencement and cost of any such variation shall be agreed between the parties and subject to a written agreement before commencement of the work.

Agreement period for the managed cleaning/support services is 12 months fixed. Agreement period may be fixed, open-end or rolling.

• provide the Services with reasonable care and skill;
• provide the Services to a reasonable standard in accordance with the agreed cleaning specification and the recognised standards and codes of practice applicable at the time of carrying out the Services;
• perform the Services within a reasonable time; and
• ensure that you have free and unencumbered title to any goods and materials supplied to you as part of the Services;

• co-operate fully with us and provide us with all information reasonably required by us;
• where the provision of the Services under the terms of this Agreement will be subject to the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended (‘TUPE’) you will:
• where it is a first-generation outsourcing, promptly provide us with Employee Liability Information in relation to the relevant employees whose contracts of employment are to be transferred to us, together with such further information as we may reasonably require;
• where it is a second or subsequent generation outsourcing use your reasonable endeavours to ensure that the outgoing contractor provides us with the information; and
• when requested to do so by us will enter into a separate outsourcing or similar agreement to regulate the potential TUPE liabilities and provide appropriate warranties and indemnities;
• provide us with 7 days’ notice in writing of any change of your name, address or other contact details;
• provide us with full and safe access to your property for the purposes of providing the Services;
• provide free of charge all necessary lighting, hot water and other facilities reasonably required by us to perform the Services;
• provide us with suitable and safe accommodation for the storage of such equipment and supplies as we need to leave on your premises for the purposes of carrying out the Services; and
• obtain all necessary permissions, licenses and consents that may be required to enable us to perform the Services, the cost of which shall be your sole responsibility

You are required to pay for the service at the rate agreed on the quotation signed. The Charges are exclusive of VAT and VAT will be added to the Charges where applicable.

Payments are required on 52 invoices per year.

You agree that payment of the Charges shall be paid in full without any set-off, counterclaim or deduction or withholding (except for any deduction or withholding required by law).  We may at any time, without limiting our rights or remedies, set-off any amount owing to you from us against any amount that you owe to us.

Payment of the Charges must be made by BACS, credit/debit card or cheque without deduction, set-off or deferment.  Time for payment of the Charges is of the essence and shall be as stipulated in our proposal/quotation or customer contract, or otherwise shall be within 5-working days of the date of our invoice.

We will usually invoice you weekly upon the completion of the Services by us.

If payment of the Charges is not received on the due date, we shall be entitled to charge you interest (both before and after any judgment) on any overdue amount (on a daily basis) from the due date of payment to the date of actual payment (both dates inclusive) at the rate of 3% for each day the balance remains outstanding.

In the event of a change to the relevant legislation and/or regulations governing employment requiring an increase in the remuneration that we are legally required to pay to our staff to provide the Services (for example an increase in the National Minimum Wage) then we shall (subject to giving you 21 days’ prior written notice) be entitled to increase the Charges for the Services from the date that statutory or regulatory increase comes into effect for the remainder of the term of this Agreement.

Where we provide a quotation, estimate or customer contract for the Charges for the provision of the Services at the outset of this Agreement on the basis that the provision of the Services will not involve a TUPE transfer, but it subsequently becomes apparent that the provision of the Services will involve such a transfer, then we shall be entitled to review the Charges to be made for the provision of the Services under this Agreement to reflect the additional liabilities and responsibilities that TUPE transfer will involve for us.

In any other event we shall review the Charges annually on each anniversary of this Agreement and will give you 21 days’ prior notice of any proposed increase in the Charges.

In the event that you do not wish to accept the proposed increase in Charges you shall be entitled to terminate this Agreement upon giving us 21 days written notice of your intention to do so.

If you do not serve notice to terminate the Agreement on that basis within 21 days of your receipt of our written notice of increase in the Charges, then you shall be deemed to have accepted that increase in the Charges, which shall then apply from the expiry of our 21 days’ written notice of that increase.

We will carry out all types of work associated with the signed quotation.

Work covers all areas and items in the site survey; quotation or submitted enquiry as agreed and completely itemised, example as shown below:

Example –
Cleaning the following areas: lavatories, cubicles, basins, mirrors, dispensers, waste bins, doors, main kitchen floor, wall & all kitchen, equipments, canopy & filters. Office floors, edges and corners, walls, radiators and pipes as and where applicable. Cleaners or kitchen porter supply and related services.

All Stainlesscleans employees are required to submit references at time of application being processed. Once inducted employees are trained to the highest standards. Employees are covered by insurance and work carried out is covered as well.

All staffs employed by Stainlesscleans are done in accordance to the Home Office regulations.

All staff’s identity is established prior to be sent to client’s location.

The client will provide their own supplies, materials and equipment except agreed otherwise. The Client is responsible for replenishing their own supplies of soaps, paper towels, bin liners etc.

• Only one special price, discount, base rate or offer will apply per quotation, where a number of offers are available the most advantageous price will be shown.
• Promotional vouchers cannot be used in conjunction with any other offer.
• Some promotions/offers may apply to participating services only, and not our whole services portfolio.
• Special offers, discounts etc apply to new quotations only and cannot be retrospectively applied to existing contracts.
• Stainlesscleans reserve the right to withdraw an offer/discount/promotion at any time.
• Our standard terms and conditions apply to all offers/discounts/concessions.

Without limiting its other rights or remedies, once the initial term of this Agreement has expired either party may terminate this Agreement by giving the other party 8 weeks written notice.

Without limiting its other rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
• the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• the other party (being an individual) is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
• an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
• the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
• any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in the above bullet points;
• the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
• your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this Agreement have been placed in jeopardy; or
• the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

Without limiting our other rights or remedies, we may terminate this Agreement with immediate effect by giving written notice to you, if you fail to pay any amount due under this Agreement on the due date for payment and fail to pay all outstanding amounts within 5 days after being notified in writing to do so.

Without limiting its other rights or remedies, we may suspend provision of the Services under this Agreement or any other agreement between us if the you become subject to any of the events listed in the above bullet points, or we reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under this Agreement on the due date for payment.

On termination of this Agreement for any reason:

• you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
• you shall return all of our equipment and materials at your premises. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
• the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry;
• clauses which expressly or by implication survive termination shall continue in full force and effect; and
• you shall not for a period of 6 months from the date of termination (except with our prior written consent) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from our employment any of our employees engaged in the provision of the Services.  If you breach this obligation you shall (without prejudice to any other rights and remedies that we may have) on demand pay to us a sum equivalent to six month’s basic salary for each employee plus the recruitment costs incurred by us in replacing that employee.

Stainlesscleans, provide a professional service and have a reputation for excellent client relationships. Therefore, we welcome feedback from our you, and all complaints reported to customer care are taken seriously. We contact you promptly once a complaint has been logged.

Given the short-lived and recurrent nature of the Services if you have any complaint regarding the services you must communicate that complaint to us in writing (to our e-mail address: customercare@stainlesscleans.co.uk) as soon as possible and in any event within 48 hours of the subject matter of the complaint coming to your attention.

Upon receipt of a complaint we will immediately take steps to investigate and resolve it.

If you fail to report a complaint to us within 48 hours, such that we are effectively deprived of the opportunity to properly investigate and resolve that complaint, then we will be entitled to simply reject that complaint for lack of adequate notice.

If any dispute arises in connection with this Agreement, we will attempt to settle it by negotiation with you, but if that is not possible we will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (‘CEDR’) Model Mediation Procedure. Unless otherwise agreed between us within 14 days of notice of the dispute, the mediator will be nominated by CEDR.

We shall not be liable for any delay in performing the Services under this Agreement if such delay is caused by circumstances beyond our reasonable control.  In such circumstances we shall be entitled to a reasonable extension of time for the performance of the Services.  Sometimes we will be unable to do what we have agreed due to something beyond our reasonable control.  If this happens we do not accept any responsibility for what has occurred.

A person who is not a party to this Agreement shall not have any rights to enforce its terms.

This Agreement supersedes all prior agreements arrangements and understandings between you and us and constitutes the entire agreement between us.  You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in this Agreement.  No variation of any provision of this Agreement shall be binding upon you or us unless agreed in writing between us.

Save as expressly provided in this Agreement neither you nor we shall assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

We may enter into any sub-contract with any person for the provision of the Services and the performance of any part of our obligations under this Agreement. We shall not be relieved from any of our obligations to you under the Agreement by entering into any sub-contract for the provision of the Services or the performance of any part of this Agreement.

Any notice or other communication given to either of us under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as you or we may have specified to the other in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the above address, if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if sent by fax or e-mail, one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.  Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

If either of us gives notice to the other of the possibility that any provision or part provision of this Agreement is invalid, illegal or unenforceable, then we shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

We irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

STAINESSCLEANS – A commercial cleaning services business owned and operated by Oxygienx Systems UK LTD in London. We are responsible for protecting the personal information you provide to us when you use our services. If you have any questions about how we use your personal information, or wish to access, update or request that we delete your personal information, please contact us using the details provided below. customercare@stainlesscleans.co.uk.

The personal information we collect from you includes your name and contact details. It will also include information about the transactions you undertake with us, and the details of the payment card(s) you use to pay us. We collect this information when you contact us, and when we provide you with our services. The personal information we collect is used to administer our records and to provide you with our services.

We use the information you provide primarily for the provision of services to you and for related purposes including updating and enhancing Customer records; analysis to help us manage our business; statutory returns and legal and regulatory compliance.

Our use of that information is subject to your instructions, data protection law and our duty of confidentiality.

Please note that We may also give such information to others who perform services for us, such as IT service providers. Our business may be audited or checked by our accountants or by other organisations.

We do not normally copy such information to anyone outside the European Economic Area. All such third parties are required to maintain confidentiality in relation to Customer data. You have a right of access under data protection law to the personal data that we hold about you. We seek to keep that personal data correct and up to date. You should let us know if you believe the information we hold about you needs to be corrected or updated.

If You send us personal data about anyone other than yourself you will ensure you have any appropriate consents and notices in place to enable you to transfer that personal data to us, and so that we may use it for the purposes for which you provide it to us. We may from time to time send You information which We think might be of interest to You (for example about our other services).  If you do not wish to receive that information please notify Us, preferably in writing.

Both parties will comply with data protection legislation for the time being in force. Without prejudice to the general obligation above, if either party sends personal data to the other party they will comply with the following obligations:

(i) the party which sends the personal data will ensure they have any appropriate consents and notices in place to enable them to transfer that personal data, and so that the party which receives the personal data may use it for the purposes for which they provide it;

(ii) the party which receives the personal data will do the following:

(a) apply appropriate measures to ensure that it is kept confidential and secure;

(b) not further transfer the personal data outside of the European Economic Area without first obtaining the consent of the other party and putting in place appropriate safeguards in relation to the transfer;

(c) inform the other party immediately upon becoming aware that a breach of security has taken place;

(d) assist the other party in responding to a request from a data subject or regulator so that the other party can fully and promptly comply with its obligations under data protection legislation;

(e) at the written request of the other party, delete or return personal data unless it is required by law to retain such personal data or has some other good and sufficient justification for retaining such personal data.